GomSpace: Notice to attend extraordinary general meeting in GomSpace Group AB (publ).

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9/28/2018


GomSpace: Notice to attend extraordinary general meeting in GomSpace Group AB (publ) to be held on 16 October 2018

The shareholders in GomSpace Group AB (publ), reg. no. 559026-1888, are hereby given notice to attend an extraordinary general meeting at 11:00 a.m. on Tuesday 16 October 2018 at Setterwalls Advokatbyrå’s offices at Sturegatan 10 in Stockholm, Sweden. Registration for the meeting commences at 10:30 a.m.

Notice

Shareholders wishing to participate at the meeting must:

(i)                be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Wednesday 10 October 2018; and

(ii)               notify the company of their attendance and any assistant no later than Wednesday 10 October 2018. Notification can be made via letter to Setterwalls Advokatbyrå AB, Attn: Linnea Björkstrand, P.O. Box 1050, SE-101 39 Stockholm, Sweden or by e-mail to linnea.bjorkstrand@setterwalls.se.

Notification shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, information about representative, proxy and assistants. The number of assistants may not be more than two. In order to facilitate entry to the meeting, notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority.

Nominee registered shares

Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB in order to be entitled to participate and vote for their shares at the meeting. The shareholder must inform the nominee well in advance of Wednesday 10 October 2018, at which time the register entry must have been made.

Proxy

A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy are available on the company’s website www.gomspace.com. The original version of the power of attorney shall also be presented at the meeting.  

Proposed agenda 

1. Opening of the meeting and election of chairman of the meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons who shall approve the minutes of the meeting
5. Determination of whether the meeting has been duly convened
6. Resolution regarding authorization for the board of directors to increase the share capital
7. Resolution regarding number of board members
8. Closing of the meeting

Item 6. Resolution regarding authorisation for the board of directors to increase the share capital

As made public by the company through press release on 28 September 2018, the board of directors of the company intends to carry out a new share issue with preferential rights for the shareholders. The board of directors therefore proposes that the general meeting resolves on an authorisation for the board of directors to – during the period until the next annual general meeting and at one or more occasions – resolve upon issuance of new shares. Payment may be made in cash, through set-off of claims or otherwise be conditional. The company’s share capital and the number of shares in the company may by support of the authorisation be increased by an amount and number within the limits of the articles of association (i.e. corresponding to approximately 165% of the share capital and number of shares in the company as of today and with a possible dilutive effect of approximately 62%). Deviation from the shareholders’ preferential rights shall be allowed in situations where a directed issue is deemed more appropriate for the company due to timing, commercial or similar reasons. In the event of deviation from the shareholders’ preferential rights, the starting point for the issue price shall be the prevailing market conditions at the time the shares are issued taking into account marketable discount. The chairman of the board of directors, the managing director or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office. A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of the shares represented at the meeting.

Item 7. Resolution regarding number of board members.

At the annual general meeting held on 26 April 2018, it was resolved that the board of directors shall consist of five (5) ordinary members without deputy members until the end of the next annual general meeting. Two (2) board members have resigned after the annual general meeting. As a result thereof, the nomination committee proposes that the board of directors shall consist of three (3) ordinary members without deputy members until the end of the next annual general meeting.

Number of shares and votes in the company

The total number of shares and votes in the company at the time of issuance of this notice is 28,340,667. The company does not hold any of its own shares.               

Shareholders’ right to request information

Pursuant to Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) the board of directors and the managing director are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the company, provide information, regarding circumstances which may affect the assessment of a matter on the agenda.

Documentation

The board of directors’ complete proposal, as presented under item 6 above, will be kept available at the company’s office and sent free of charge to shareholders who so request and state their postal address. The proposal will also be made available on the company’s website www.gomspace.com and presented at the general meeting.

_____

Stockholm in September 2018

The board of directors

Offical version of notice to attend the extraordinary general meeting

The official version of the notice to attend the extraordinary general meeting is in the Swedish language and available for download at the following link: Kallelse till extra bolagsstämma

For more information, please contact:
Niels Buus (CEO)
Tel: +45 40 31 55 57                             
Email: nbu @ gomspace.com         

About GomSpace Group AB

The company’s business operations are mainly conducted through the wholly-owned Danish subsidiary, GomSpace A/S, with operational office in Aalborg, Denmark. GomSpace is a space company with a mission to be engaged in the global market for space systems and services by introducing new products, i.e. components, platforms and systems based on innovation within professional nanosatellites. The company is listed on the Nasdaq First North Premier exchange under the ticker GOMX. FNCA Sweden AB is the company’s Certified Adviser. For more information, please visit our website on www.gomspace.com.               
Miscellaneous    
This information is information that GomSpace is obliged to make public pursuant to the EU Market Abuse Regulation. This information was submitted for publication, through the agency of the contact person set out above, at 09:20 a.m. CET on 28 September 2018.  

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|IMPORTANT INFORMATION |
|This press release is not an offer or solicitation to acquire shares in |
|GomSpace. This press release does not constitute or form part of an offer or |
|solicitation to purchase or subscribe for securities in the United States. The|
|information in this press release may not be announced, published or |
|distributed, directly or indirectly, to the United States, Canada, Australia, |
|Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland, or in any|
|other jurisdiction where the announcement, publication or distribution of the |
|information would not comply with applicable laws and regulations. |
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